EFTA01023597.pdf

From: "Jeffrey E." <jeevacation@gmail.com> To: David Mitchell Subject: Re: Life Hotel-DB Date: Sat, 16 Sep 2017 17:12:51 +0000 need the definition of Qualified transferee On Sat, Sep 16, 2017 at 12:13 PM, David Mitchell < > wrote: thank you again,might have a solution see below, DAVID MITCHELL Mitchell Holdings LLC 801 Madison Avenue New York NY 10065 USA Begin forwarded message: From: "Danow, Matthew" To: "David Mitchell" Subject: Life Hotel-DB David—Attached are (i) the Loan Agreement for the DB loan, (ii) the broken out pages containing the restrictions on transfers (with the restriction I believe applies highlighted) and (iii) the broken out pages containing "Permitted Transfer" provisions. I think we can argue that the granting of the option to Arcade to purchase your equity which is exercisable only by repaying DB would fall within clause (0 of "Permitted Transfers", as it would meet all of the criteria. The clause is highlighted in the attachment. I'll call you a bit later to discuss. Regards, Matt This e-mail and any attached file is intended only for the person or entity to which it is addressed and may contain EFTA01023597  information that is privileged, confidential or otherwise protected from disclosure. Dissemination, distribution or copying of this e-mail or the information herein by anyone other than the intended recipient, or an employee or agent responsible for delivering the message to the intended reci ient, is rohibited. If you have received this email in error, please immediately notify us by calling Adam Rosenfeld at or email to NOTICE: Unless a contrary intent is expressly stated in this email, the contents of this email and any attachments are being transmitted for discussion purposes only and shall not be deemed an offer, acceptance or rejection of any offer, nor binding upon the sender, our clients or the party on behalf of whom this email was sent. please note The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to jeevacation@gmail.com, and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved EFTA01023598